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Should I Watch..? 'Transformers: Revenge of the Fallen' (2009)

Benjamin has been reviewing films online since 2004 and has seen way more action movies than he should probably admit to!

Film's poster

Film's poster

What's the Big Deal?

Transformers: Revenge Of The Fallen is an action sci-fi film released in 2009 and is based on the Hasbro toys of the same name. Directed again by Michael Bay, the film is a sequel to Transformers and follows Sam Witwicky as he begins to attend college while finding himself unwittingly drawn into the battle between Autobots and Decepticons once again. The film stars Shia LaBeouf, Megan Fox, Josh Duhamel, Tyrese Gibson and John Turturro as well as the vocal talents of Peter Cullen, Hugo Weaving and Tony Todd. The film was savaged by critics upon release, who criticised the film's narrative, uneven tone, excessive length and performances. Nevertheless, the film still went on to earn more than $836 million worldwide and would be followed by the third film in the series Dark Of The Moon in 2011.


What's It About?

Two years after the near-destruction of Mission City, the remaining Autobots have signed an accord with the US government that enables them to work alongside the military hunting the Decepticons in exchange for asylum on Earth. With the carnage in Mission City covered up, the world remains apparently ignorant of the presence of sentient vehicles transforming into giant fighting robots. Meanwhile, Sam Witwicky is preparing to attend college, which means leaving his guardian Bumblebee (a disguised Chevrolet Camaro) behind and being forced into a long-distance relationship with his girlfriend Mikaela. However, after a chance encounter with a shard from the AllSpark, Sam begins seeing odd alien markings and starts behaving strangely.

After defeating two Decepticons in Shanghai, Optimus Prime is warned that the Fallen will return. Initially unsure of the message, Optimus believes that an ancient Decepticon known as The Fallen is planning to invade Earth in search of a hidden weapon and energy source that could wipe out the Sun's energy in order to power more Decepticons. His fears are realised after the body of Megatron (who was left dumped in one of the deepest parts of the ocean) is revived by several Decepticons and begins hunting for Sam in order to exact revenge for his previous defeat. With the fate of humanity once again in his hands, Sam and Mikaela go on the run together with Sam's college roommate Leo while the Autobots prepare for the battle that is sure to come...

What's to Like?

Hoo boy, this is tough.

Trying to find positive things about Revenge Of The Fallen is like trying to find a gold nugget in a steaming heap of cow dung where you're not entirely sure if there's one to be found. For anyone who enjoyed the action scenes in the first film, you'll be overjoyed to hear that this film turns things up to eleven. Honestly, I'm estimating that about 10% of the whole movie's running time is nothing but explosions of some sort. The film throws us head-first into a running battle between Decepticons, Autobots and the US military (who are somehow operating freely in China) and it rarely slows down from there. If you get your rocks off to big chunky robots beating several types of diesel out of each other then welcome to the ideal film for you. You weirdo.

The film certainly increases the number of different Transformers seen on screen than before, including robots disguised as hot college chicks and several construction vehicles that are able to do a Mighty Morphin' Power Rangers-style trick and combine into one giant beastie. I'm sure that die-hard fans of these characters will know their names but frankly, I struggled to tell apart once the metallic clanging of fisticuffs began. Other than some shameless product placement for new cars and lingering (almost pervy) camera shots on Fox's appealing physique, there is nothing to recommend here at all.

Shia LaBeouf does himself no favours, playing a hyperactive college kid who seems to speak at a phenomenal pace at all times.

Shia LaBeouf does himself no favours, playing a hyperactive college kid who seems to speak at a phenomenal pace at all times.

Fun Facts

  • The film's development was threatened by both a strike by the Writer's Guild Of America and a possible strike by the Director's Guild Of America, meaning that Bay rushed pre-production to prevent delays to filming. He blames the WGA for the film's failure.
  • According to the CG animators at ILM Studios, the Devastator (the big multi-robot thing that appears in Egypt) is made up of 52'632 separate pieces and took up 32 gigabytes of computer space by itself. If all the components were laid out end-to-end, they'd stretch for over 13 miles. The film overall required 140 terabytes to animate.
  • The movie has numerous goofs and plot holes - for example, the film talks a lot about the border between Egypt and Jordan but there is no such border as Israel lies in the middle.
  • Filming for the college scenes took place at Princeton and the University of Pennsylvania but neither institution gave Bay permission to use their names in the film due to the use of marijuana-laced brownies and student parties in some scenes.

What's Not to Like?

I was never a huge fan of the Transformers toys and the first film didn't exactly float my boat either. But dear Lord, it is a masterpiece compared to this incoherent chaos which might be the noisest special-effects exercise I've ever seen. Robots still look disappointingly generic when they turn into various war machines, with a handful that stands out from the crowd, including two small robots that I assume were only inserted into the film for comedic purposes - not that I laughed once during the film. The action scenes are an odd mix of IMAX-shot battle scenes with highly detailed carnage and bullet traces and unclear animation between two ugly-looking robots. However, they are miles better than any scene with a mostly human cast. LaBeouf recites his dialogue as though he can't wait to get offset, Fox is pretty but painfully underwritten as the love interest while Turturro's appearance felt odd, to say the least. Frankly, I'd forgotten he was in the first film entirely.

But by far the worse addition to the cast is Rodriguez, playing a stereotypical conspiracy nerd convinced that he's about to die and intends to wail about for the rest of the scene. He even gets tasered by one of the other characters although, as we saw in an earlier scene when he is tasered for the first time, he seems impervious to electric shock as he just lies on the floor twitching as he speaks (SPEAKS!) to his fellow cast members. Speaking of being impervious, I simply cannot believe that a trio of teenagers can survive the numerous scenes of action that reminded me of the opening to Saving Private Ryan. By all rights, they should be deader than Kevin Spacey's career but they keep running and running from countless explosions. It might have been nice to have some exposition from Duhamel and Gibson during one of their quieter moments because the plot made about as much sense to me as Inuit throat-singing.

I knew what I was letting myself in for - films rarely get uniform opinions from critics but the sheer volume of abuse this film received is fully justified. This is the most expensive, idiotic, noisy and pointless movie experience I have seen in a very long time. The story is stupid, the effects are worse, the characters are annoying (human and robot) and the relentless sound effects bombard you into submission after an hour, let alone two and a half hours. There was nothing entertaining in this movie anyway - even the token attempts at humour are misjudged for a family audience and are about as funny as burying your spouse.

Fox (centre) and Rodriguez (right) are the two most useless companions in cinema history although Fox's beauty shines through thanks to some leering camerawork.

Fox (centre) and Rodriguez (right) are the two most useless companions in cinema history although Fox's beauty shines through thanks to some leering camerawork.

Should I Watch It?

Even long-time fans of the toys will struggle to justify this mayhem. It feels like a teenage boy's fever-dream, overloaded with explosive action sequences that make little sense and the sort of leering camerawork that gives the MeToo movement nightmares. I'm struggling to think who this film is for and apart from older fans who have remained loyal to the brand, I'm stumped. Jeez, this was bad.

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Great For: adult male nerds, extremely forgiving Transformers fanatics, people who still live in a basement in their parent's house, pyrotechnics

Not So Great For: those of us gifted with eyes and ears and a brain, Bay's reputation as a director, Megan Fox's career

What Else Should I Watch?

It goes without saying that the Transformers series of films has a worse reputation than chlamydia. All the sequels seem to have aimed at the lower end of the quality margin despite racking in bundles of cash for Paramount - both Dark Of The Moon and Age Of Extinction took more than $1 billion worldwide, which is just depressing given that both were slated by critics upon release. However, things may have turned around with the recent spin-off Bumblebee which was later declared a reboot for the franchise. Having dispensed with LaBeouf and Fox (who committed career suicide via some ill-judged comments that had her replaced in the third film), the film goes back to the Eighties and focuses on the popular yellow bot's interactions with a new owner, Hailee Steinfeld.

The original, while no classic, at least has the novelty of showing audiences gigantic robots in disguise for the first time in a live-action film. The story is a bit easier to follow while LaBeouf and Fox are slightly less annoying than there are in Revenge Of The Fallen where there are little more than love-sick pre-schoolers. The first film still has plenty of explosions (this is Michael Bay, after all) and a modicum of interest to hold your attention but would I choose to see it again? Only if this film was the only other option.

Main Cast


Shia LaBeouf

Sam Witwicky

Megan Fox

Mikaela Banes

Josh Duhamel

Maj. William Lennox

Tyrese Gibson

Sgt. Robert Epps

John Turturro

Seymour Simmons

Ramon Rodriguez

Leo Spitz

Kevin Dunn

Ron Witwicky

Julie White

Judith Witwicky

Peter Cullen

Optimus Prime (voice)

Hugo Weaving

Megatron (voice)

Tony Todd

The Fallen (voice)

Technical Info

DirectorMichael Bay


Ehren Kruger, Roberto Orci & Alex Kurtzman

Running Time

150 minutes

Release Date (UK)

19th June, 2009




Action, Adventure, Sci-Fi

Academy Award Nominations

Best Sound Mixing

Razzie Awards

Worst Director, Worst Picture, Worst Screenplay

Razzie Nominations

Worst Actress (Fox), Worst Screen Couple (LaBeouf & Fox), Worst Supporting Actress (White), Worst Rip-Off, Remake Or Sequel

© 2019 Benjamin Cox

Soap Box

Benjamin Cox (author) from Norfolk, UK on July 27, 2019:

I know a Transformers nut (by which I mean, he attends conventions in the UK and possibly beyond) and even he has warned me to stay away from the others.

Sam Shepards from Europe on July 26, 2019:

Weird, nobody I talk to seems to like these movies, some think the first one is ok, I found it watchable. Still, they make 800 million box office on average. The balance did tip to mostly overseas income so I guess China.

Benjamin Cox (author) from Norfolk, UK on July 25, 2019:

No, trust me - for once, hyperbole doesn't go far enough!

Michael115 on July 19, 2019:

I only saw the first one back when it first released. I thought it was way too long and the masterbation joke was just terrible and stretched so far. I never saw the other movies in the franchise and I'm happy about that, but something tells me I gotta go back and watch them if I am recommended to do so by fans. Maybe they're not too bad....

Sam Shepards from Europe on July 19, 2019:

A nice plot description.

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